Foxysox, winner of the Senorita Stakes on the Hollywood Park Lakeside Turf Course in May, ran on the main track for the first time in 14 starts, covering 1 1/16 miles in 1:41.84 while paying $13.60, $7, and $5.20.

Round Heels, ridden by Richard Migliore, paid $36.20 and $20.

Dona Amelia, third with Jose Valdivia Jr. up, returned $7.40.

Favorite Silver Highlight never threatened while finishing ninth in the field of 12 fillies and mares.

Foxysox, a 3-year-old chestnut daughter of Foxhound who is owned by Warren B. Williamson and trained by Carla Gaines, won for the fifth time in nine 2006 starts.

At the back of the pack down the backstretch, she was still tenth with a quarter-mile to run. She burst into contention when splitting horses toward the center of the track turning for home and ran down Round Heels in the final strides to snare the winner's share of $90,000.

"We got smashed a little bit at the start, but it was a great trip," Espinoza said. "For a minute I thought I was going to hit a lot of traffic. I was riding on the heels of the horses in front of me.

"Then some of the frontrunners were getting tired and started spreading out, and I was able to take advantage of that. There were so many horses, I just wanted to be in the pack and just take my time. This is a filly who has been running on the turf, so she has that big kick. She handled the Cushion track real well."

Foxysox boosted her earnings to $448,254 with the victory. She ran five times in Europe in 2005 before being purchased by Williamson. Besides the Bayakoa and Senorita, she also won the Providencia (gr. IIIT) at Santa Anita in April.

"She trained well on the Cushion track, and we were looking at the La Canada series at Santa Anita and thought it was a good chance to try it," Gaines said. "We had nominated to the Matriarch and thought it came up a little salty, so we thought we'd try the Bayakoa."

Migliore came close to posting a major upset on the runner-up.

"She really ran hard," he said. "I had to move a little early just because there was a gap and, if I didn't take it then, I wouldn't have had a chance to get out. She felt the other filly coming, and she fought all the way to the wire."

While Garrett Gomez had no luck aboard Silver Highlight in the Bayakoa, he rode four winners on the card and leads the jockeys' standings with 23 wins through 25 racing days.